Princess Trixie Sparkle 2: From the Shadows
by magpiepony
Summary: Astelle has been defeated and when her faithful Shadow learns of her intentions to activate a spell that would take her away from him, he kidnaps her with the intention of keeping her alive and with him forever. Step into the past and learn of Astelle and Shadow's origin and the heart-breaking betrayal of those she loved. Can Twilight and her friends defeat a heart-broken Shadow?
1. Broken

It is here at last! The long-awaited sequel to the ever-popular Princess Trixie Sparkle series. There are a couple of things you should know:

1. This is a SEQUEL which means you will NOT understand what is going on unless you have read the first story

2. While the first story was somwhere in the G to PG rated area, this one is somewhere between PG and PG-13. NOT for language or sexual content, but there is some violence and some themes that might be a little harder for younger readers to grasp.

3. This story focuses a lot on Astelle, both the past and the present and will jump from one to the other frequently. Be sure to check for such cues as "2000 years ago" and "modern day" so that you don't get confused.

4. Trixie, Twilight, and the gang are still a part of this story but they actually don't come into it for a little while, there is a lot that needs to be told and explored before then.

5. This story /should/ be updated regularly so keep an eye out for that. (but bear with me if I have to be late from time to time)

So without further ado, I present to you: Princess Trixie Sparkle 2: From the Shadows

Chapter 1: Broken

The Everfree forest was silent when Astelle regained consciousness. She found herself curled on the ground like a frightened filly. Every muscle in her body ached having gone through an intense transformation. Being the focus of that kind of magic had really taken its toll on Astelle. She felt a cold and unfriendly emptiness inside as she realized the absence of magic in her body. She put a hoof to her forehead and discovered she no longer had her horn. Feeling along the skin, there was not even a scar to indicate that it had ever existed in the first place. Astelle then tried to fan out her wings; knowing full well they would not respond to her. She could almost feel the wing muscles stretching, but when she looked at her sides they were bare.

Astelle fought back the urge to cry out in both frustration and anguish. She attempted to pull herself up off the ground too quickly and stumbled backwards from dizziness. Her heart was still pounding and her vision was blurred; though that could have been from the tears now cascading down her cheeks. She had felt an emptiness of this magnitude once before and it was a memory she did not like revisiting. She fought the nausea and the splitting headache as she forced herself back up onto her hooves. Her legs shook and threatened to give out from under her and she let a whimper of pain escape her lips. She took the first step away from the Tree of Harmony and was met with another surprise. Her hoof had come down on something sharp and she backed away in pain. When she looked to see what it was her heart sank even lower than it had before. There on the ground was the remains of her alicorn amulet; the source of her power. The ruby center of the amulet had shattered and its shard remains were dull. The once beautifully intricate band that held the ruby was now misshapen, burnt, and in pieces. Astelle looked up at the Tree of Harmony with more tears careening down her cheeks. She wished she could scream and tear the tree apart with her bare hooves from frustration, but she saw the unconscious figures of Twilight Sparkle and her friends not too far away from where she was standing. All she could do now was retreat.

Astelle took to the forest and didn't look back. She allowed herself to cry out every moment of anguish and despair that she felt; her voice cracking from want of water. The sting of this failure destroyed the walls she had built in her mind and she could no longer keep the harmful memories from invading. This was the second time she had had to retreat into the forest with a broken heart and spirit. Once she felt she had obtained a safe distance, she collapsed beside a boulder and wept… and wept… and wept…

_2000 years ago…_

The sting of unrequited love was more than Queen Astelle could bear. She had fallen hopelessly in love with her mentor, Starswirl the Bearded and had dreams of living an eternal life at his side, ruling Equestria in goodness. But he rejected her affection, and revealed that he wanted her to end his immortal life at last, leaving her to be the only immortal magical leader in Equestria. Even when he tried to appeal to her, calling it her destiny, her mind refused to acknowledge it. In a panic, she fled from the castle with a promise never to fulfill her mentor's request. Perhaps in time he would see what he meant to her and could appreciate the thought of an eternal life by her side. No pony had ever loved him the way she had. She couldn't understand why he didn't see that, or why he couldn't open himself up to the possibility of love. After several minutes of crying and running, her legs began to ache; weak from the shock of the rejection. She felt like crumbling beside a gentle stream in the forest but did not want to be seen in this pathetic weakened state by any of her subjects. She did, however, pause to take a drink; hoping it would allow her to gather enough energy to press onward. When she saw her reflection in the water she noticed her wings fanned out awkwardly behind her; she forgot about those. It was easy to forget she was an alicorn. Having been born an earth pony she did not grow up knowing magic or flight. Of course, her time as Starswirl's apprentice had given her substantial magical power, but it wasn't until she was crowned Queen that she ascended to this winged form as well. She was supposed to be a representation of all ponies: earth, unicorn, and pegasus. Now, however, she felt like a timid earth pony invisible to the world around her. Although learning to fly had been a challenge, she was able to lift herself up off the ground and take to the skies. Tears continued to stream down her cheeks as she struggled to see the path she was taking deeper into the forest and more importantly, away from Equestria.

Astelle continued onward despite the ache she felt in her legs and wings. She closed her eyes for only a moment attempting to clear her vision and accidently clipped her left wing on a tree branch. In surprise she cried out and plummeted for the forest floor. Fortunately, she had flown close enough to the ground that the crash did not seriously harm her.

Astelle curled up and let the sadness encompass her. She heard a soft thud and looked up to see her crown had fallen off her brow and was now resting beside her. Astelle glared at the crown, seething anger rose in her heart. It was a representation of everything she had lost and everything she never wanted in the first place. After all, no pony asked her if she wanted to be Queen. Royalty was bestowed upon her as was the gift of immortality; neither of which she had wanted or asked for.

Immortality. What a contradiction that was! How could Starswirl have chastised her so much for meddling in aging magic when he himself was bestowed the power to live forever? He had tried to explain the difference but it never made sense to Astelle. She could recall the conversation clearly

"It is not of this magic. The root of our magic is based upon elements of harmony; those that would bring goodness to the world."

What did he mean by that anyway? Does that mean there is magic that does not have its roots in harmony? If so… was she able to access something greater?

Astelle stood up with a determined look on her face. If she was to be banished by her own will awaiting Starswirl's change of heart, she might as well make good use of her time. Perhaps tapping into a new source of magic could be helpful to her. If she could manipulate age, maybe she could manipulate love. It might seem artificial at first… but his love for her would be real eventually and he would see the light.

Knowing this, Astelle could finally cease her crying and a glimmer of hope flickered in her heart. She turned to the forest around her looking for something to practice on. She saw the cracked and broken remains of a fallen tree and smiled. She believed she had perfected the age spell and could bring this tree back to its former glory; regardless of the chastising of her mentor for meddling in such magic. Now the magic Starswirl had demanded that she suppress was finally able to break free and she focused her energy on the tree. She expected the spell to work immediately because it had been done countless times before to the little rose she practiced with. However, at first glance the tree did not appear to respond to the spell she was casting now. When she looked a little closer, she could see little magical veins of life winding into the roots of the tree unable to reawaken it on its own.

Astelle pondered for a moment, recalling the lessons Starswirl had given her on the elements of harmony. He had said they were actual magic relics; gem-like in nature. They were a center for magical power, like a focus point. Perhaps for this new magic to flourish she too would need something to focus her magic with. Looking around her, she once again spied her crown resting on the forest floor. Using magic she brought it up to her face to examine the exquisite ruby at the center.

Astelle smiled darkly; this would make a perfect magical focus. A perfect amulet.

Time passed by but Astelle was mostly unaware of its passage. To her, the days and weeks blurred together in her time spent alone. The progression of new magic was slow, but that was to be expected. Still, the magical feats she could perform were awe inspiring: even to her. Once and a while she wished she had an audience, someone to marvel in her work and understand her plight. She often thought of returning to Equestria, but never felt adequately prepared.

The age spell was mastered quickly; in fact, it was substantially improved. Once the object had been aged, it was finally able to retain that age and continue on as if nothing had happened. Trees that were aged to the point of death remained that way, and trees that were turned back into saplings began the aging process anew. Learning that spell gave her even greater hope as she delved deeper into love magic.

There was no recipe for love, nor any real guidance for how to begin. She realized after a time that whatever progress she made would need to be tested; and that meant finding somepony to experiment with. However, making herself known to pony kind was out of the question. She was not yet ready to be discovered or to face Starswirl. She could only hope that he was missing her and paying for his act of betrayal. Regardless, she knew that mastering this spell would ensure her happy ending. Without a pony to test her love spells on, she had to use the forest. Thus far her attempts had been unfruitful, causing her to descend into depression.

One particularly uneventful evening Astelle decided she had had enough. She felt the new magic coursing through her frame banishing the traces of elemental magic but it still did nothing to assist her. She was reminded of the rose, the stubborn unchangeable rose that had nearly driven her mad in her studies with Starswirl. Using elemental magic, she could not turn the rose into the tulip. However, with this new magic and the amulet she had formed from it, performing such a spell was so easy that it seemed effortless.

That didn't matter, none of it mattered. If she couldn't cast the love spell on Starswirl than this new magic had no purpose. When the sun set she ignited a fire and turned it the color black loving the contrast of the darkness and the light. This too was a magical feat that could not have been performed easily with elemental magic. As far as she knew, something of this magnitude was mastered by only one other unicorn, Clover the Clever, and it had taken her a lifetime to conjure. Now, Astelle could change the color of fire like it was nothing. Perhaps this was a little tribute in Clover's honor; she was one unicorn who actually understood what it was like to be in Astelle's position. However, it also served as a reminder that Clover's passing was difficult for her, even more so now that she was truly alone.

Thinking of Clover stirred up more memories and emotions that she had buried. She realized she missed her parents and little Celestia. She did love seeing that filly's face light up when she would visit. She would have made a wonderful princess for Equestria. She knew better than to think her family would remain in power now that she had abandoned her throne. She silently promised herself to make amends to her family once she returned and set everything right. Though she had few friends, she missed all the ponies that she had met along her journey to power. The ache of being alone was now beginning to outweigh the pain she felt for Starswirl's unrequited love.

It was then that Astelle happened upon an idea. Perhaps she did not need somepony to experiment loves spells on at all. Perhaps she could experiment on herself. She knew that casting a spell to create love would be futile, but maybe she was going about this all the wrong way. What if she needed to draw out the love from herself and give up on the future she so desperately wanted? The idea stung, and part of her subconscious recoiled at the thought of any sort of future where Starswirl was not present. However, being alone for so long was also a terrifying feeling of emptiness and rejection was far more unbearable. If she could banish her feelings for Starswirl then she could go back and rule Equestria as a confident and powerful leader. Starswirl would get his wish and she would move on. The idea certainly had merit, but her heart still pined for him.

She decided to give it one try; one attempt. If it was fate, than the love would be extracted from her and she could move on in peace. If it didn't work, however, she would know that meant to continue her magical pursuit of finding a way to spend her life with him.

Astelle looked up at the flame and used her magic to turn it into various colors. This new magic was not born from spells in a book but by emotional effort. It was a potential that had to be unlocked from within, and something she felt only a unicorn… or alicorn… of her skill could master. She remained very still, drawing the magic within her to attack her memories of what she called love. She enveloped them, holding them together in her mind and her heart and attempted to draw them out of her. She wondered if she might end up erasing her own memory in the process, but she was too far into the spell to turn back now. Whatever it took not to feel this pain anymore would be worth it. Keeping her eyes closed she willed the magic to draw the memories and the emotion from within her out through her horn. Although she wasn't sure what was happening, she did feel a strange new sense of emptiness that was left in place of where this 'love' had been. The more she drew it away the colder she became. Emptiness was far more frightening than loneliness or despair and Astelle realized she might have gone a step too far. She feared that she was attempting to remove all love from her heart. She couldn't do that! That would mean she would not love her family, herself, or anything else for that matter. What was life without love? The presence of the emptiness acted as the sign she was looking for. The sign that told her removing Starswirl from her life was not the answer. Now she just needed to abort the spell.

Astelle opened her eyes and gasped a little in awe. Although it was night, the forest was lit up with a brilliant white light emanating from her horn. She could feel the magic pouring something out from within her and she cried aloud to make it stop. When her first few attempts at willing the spell to end failed, she tried to physically extinguish her horn, but the light was too strong. Now she was truly frightened of the power she was wielding.

"Please!" She cried out to no one. "Please no! I'll make him love me! I'll MAKE HIM LOVE ME!" She stamped her front hooves in both fear and frustration. The moment her hooves touched the ground, Astelle was thrown backwards and her horn finally extinguished. She panted softly and cried silent tears searching her heart and finding pain there. Pain was good, pain meant there was something to be hurt about. He was still there in her heart which meant she still loved him. Whatever that spell would have been, it was avoided.

Although the spell had failed, the impact it took on her was taking hold. She could feel herself slip into unconsciousness at an alarming rate. The light that had lit up the forest was now beginning to dim, long after her horn had extinguished. Astelle believed it was slowly being called back into her as she hoped it would. What she didn't see was the path of light flowing somewhere else entirely. Through blurred vision and the threat of unconsciousness she saw only the colorful flame she had created and her shadow dancing across the way.


	2. Shadow

Chapter 2: Shadow

_Modern Day…._

Astelle awoke some time later still curled beside the boulder in the forest. This time, however, when she regained consciousness she did not suffer the same physical pains she had before. She wondered if she had slept off the remainder of the headache and muscle aches that had been caused by the seven elements of harmony, but one swift move of her front hoof disproved the theory. However, it was not the physical pain that truly caused her harm now; that came from the emotional pain. Trixie had merely become the newest pony on the list of those who had betrayed her; and it was not the most painful by far. Still, any betrayal can take a toll on a pony and Astelle was no exception. She wished she had remained unconscious, safe in her mind from the reality that was crashing in on her now. Without her magic she had no means of enacting her revenge, and without her revenge she had nothing to live for in this life. Astelle silently hoped that when Twilight Sparkle and her friends had stolen her magic that they had taken her immortality as well. She believed that her only true release now would have to come at the end of a lifetime; though she couldn't imagine a lifetime living in this deep state of despair.

"Are you… okay?" A soft voice asked from behind her.

Astelle's ears shot up and she whirled around to confront the sound. She was caught off guard by what she saw and she couldn't respond straight away. There standing before her was her shadow alicorn; Shadow to be specific. He looked like a full-grown stallion with a pair of magnificent wings and a horn to match his impressive frame. His coat and mane were of a deep black color and if you looked closely enough you might be able to see straight through him as if he were not really there at all. The ends of his ebony mane and tail danced like smoke leaving a flame always moving and restless though there was no wind. The only stark contrast to the darkness of his coat was his eyes which were glowing bright red and staring intently into hers.

"Why are you here?" Astelle finally asked when she could reign in her surprise.

"What do you mean?" Shadow asked in confusion. "Where else would I be?"

Astelle didn't answer him straight away. Instead, she turned her head away from him and snorted angrily. The point of fleeing into the forest was to be alone, not to be followed. Shadow was not a welcomed sight to her even if he was once on her side.

"What do we do now?" Shadow asked timidly. It was strange to see a stallion of such size speaking in such hushed tones. Astelle could see the fear in him and she rolled her eyes.

"WE do nothing." She answered.

"Do… do we need to make a new amulet?" Shadow asked.

"With what? I have no magic, Shadow!" Astelle snapped bitterly.

Shadow flattened his ears and sat down quietly by her side. Astelle immediately moved away from him.

"How do we get it back?" He asked.

"There is no 'getting it back' Shadow! Don't you understand? We LOST! It's DONE! Celestia and her pet Twilight Sparkle will resume the throne and rule the ponies as if nothing has changed. Her dark secrets are preserved and I will become nothing more than a memory worth banishing."

"But… you'll think of something." Shadow encouraged, unable to wrap his mind around the idea of failure.

"I don't-" Astelle started, but paused when she realized how true her words were even before she spoke them. "I don't want to."

Astelle lowered her head and a single tear trickled down her cheek. Shadow winced when he saw it but he reigned in the impulse to reach out to her. He knew she didn't like to be touched.

"I'm done, Shadow." Astelle said looking out at the sunset that could only be glimpsed through the thick trees of the forest. "Leave me be."

"I can't." Shadow replied calmly, joining her but maintaining a safe distance away. "I'm not able to just leave you alone and in pain like this. It's not why I was-"

"created?" Astelle finished for him.

"born." Shadow corrected bitterly.

Astelle made a sound like a half laugh. It was tempting to think of Shadow as a pony, but she knew the truth. He was magic, the fruit of a spell gone awry and nothing more. After all, she had created him all those years ago, back when she was just beginning to understand the full extent of her new power.

_2000 years ago…_

Astelle awoke in a haze the morning after she had attempted the love-removal spell. Sunlight was directly overhead piercing down through the leaves of the tall trees in the forest. She took a moment to clear the fogginess and to find her footing as she slowly rose from the ground. She noticed the glowing green fire was still burning in the place it had been the night before and she used magic to extinguish it. As she did so, she heard a soft sound like a whisper. Astelle's ears perked up, listening for more but heard nothing. Her eyes narrowed and she carefully examined her surroundings.

"Show yourself!" She demanded. "I feel a presence here, and my magic never lies."

While it was true that her magic sensed a presence it was still vague on what sort of presence. She hoped it was a forest animal that had wandered too close and not a pony poking his head into business he shouldn't be. After another few moments of silence Astelle growled and repeated angrily "SHOW YOURSELF!"

This time she was met with a whimper. Astelle turned her head and saw nothing but the make-shift fire pit and the giant pile of boulders across the way where she saw her own shadow. At first Astelle thought to venture onward but realization finally took hold. If it was midday, then why would she have a shadow across the way? She looked again at the shadow and moved her hoof to the side. The shadow followed but seemed a little hesitant. Astelle walked closer and fanned out her wings; the shadow doing the same. She noticed that the wings on the shadow seemed far smaller than her own as she approached it. When she finally reached the boulder the shadow disappeared altogether into the crevices of the boulder pile.

"What are you?" Astelle asked, unafraid. There were a few moments of silence before the shadow reappeared once more. This time, however, it walked out from the pile of boulders looking like a tiny filly or even possibly a colt. The little alicorn was almost translucent with nothing but wide blinking red eyes. Although it had taken on a much more three dimensional form, it was still translucent and Astelle could see right through it. The little alicorn approached Astelle and she backed away from it in fear. She had no idea what to expect. This frightened the poor creature and it seemed to somehow dissolve itself into the ground and slither like a snake back into the boulder pile where it had been hiding.

"It's alright." Astelle said in fascination. "Come on out now."

The shadow opened its shining red eyes from within the crevice. It bravely ventured out once more, a little more boldly this time. It trotted up to Astelle and wrapped itself around her leg in a hug. Astelle blinked a few times, unable to process what this creature was or what it could want. Upon closer inspection she saw traces of herself in its nearly translucent shape. It might have been a perfect match for herself as a filly were it not for the wings and horn. Astelle carefully lifted her leg away from the shadow's embrace and gave it a timid and confused smile.

"Uh… so…" she started unsure if it could even understand her. "Are you here… because of me?"

The shadow nodded.

"Well, at least you understand me." Astelle noted. "Are you from the forest?"

The shadow shook its head. It wrapped itself around her other leg and nuzzled it fondly. It was a strange feeling to be held by a shadow. Although it was three dimensional, Astelle could barely feel its touch.

Astelle's mind was racing as she finally began putting the pieces together. Perhaps the spell from the night before had worked but not in a way she had anticipated. She decided to ask the little creature about her suspicions.

"Did you come from magic?"

The shadow nodded.

"My magic?"

It nuzzled her again.

"I made… life?" Astelle asked aloud. She chuckled at herself and shook her head. "No, I made… a magical… thing. This isn't life this is…an echo of a spell. So what exactly is it that you can do?"

The shadow looked up at her with unblinking eyes and tilted its head as if in confusion.

"Can you talk?"

The shadow didn't respond.

"Well that's helpful." Astelle whispered bitterly. "Look at me, I'm talking to myself. Worse, I'm talking to an imaginary play thing I conjured because I was feeling lonely! You must be the end result of prolonged loneliness I suppose."

The shadow didn't respond, it just kept nuzzling.

"Would you stop doing that?" Astelle said, lifting her hoof from its grasp and walking a few paces away. The shadow sank into the ground and slithered along beside her, and then up her back right leg and onto her wings. It turned itself back into the somewhat three dimensional form and rested there on her back.

Astelle opened her mouth to protest but she found it a little adorable as it rested there. Although this wasn't a real being, it might be nice to have something to talk to. Perhaps this too would be a spell she could master in time. Conjuring up her own shadowy friends to make up the lack of real ones seemed a little sad, but it was an eloquent solution for that pesky feeling of loneliness she had been feeling.

"Alright Shadow you can stay." She said, shaking her head and laughing at herself. The shadow on her back did not move, but its red eyes did glisten for a moment when she was turned away.

After a day of wandering, Astelle had found an attractive meadow to spend the night and was beginning the process of setting up her camp site. Shadow was close at her back legs watching as she used her brilliant magic. Astelle lifted a large fallen tree from the ground effortlessly. She twisted its form around weaving branches into each other until the tree looked a little like a lounging chair. Astelle walked over to it and sat down regally. She noted a lake nearby and with a flick of her horn a little stream of water rose up from the lake and wound around towards her in mid-air like a floating creek. Shadow watched with its unblinking eyes and Astelle caught it staring at her on more than one occasion. She smiled a little, finding it fun to have a pretend audience to see her masterful work. She decided a little showing off was in order. She called down some leaves from the branches of other trees and fashioned herself a crown from them. The remains of her old crown she now wore around her neck. She caught the shadow looking at it and she had an idea. She lifted the ruby center and the chain of metal that was now holding it in place and created an entirely new-looking necklace with the ruby at its center. Now the amulet appeared to be an alicorn with red wings much like herself.

Shadow trotted to her side gleefully and attempted to jump up onto the lounge chair with her. Astelle watched it curiously.

"Just fly up here." She said matter-of-factly. The shadow looked up at her then back at the chair not understanding what she meant.

"You know… use your wings?" Astelle said, fanning out her wings. The shadow copied the movement and fanned out its wings as well. Astelle expected the shadow to use them, but instead it waited patiently for her next instruction. She sighed in slight annoyance and flapped her wings, taking off from the chair and hovering just above the ground. Shadow flapped its wings too but it did not ascend to the sky as she had. It jumped up on its hind legs and flapped a little harder but to no avail. Its bright red eyes looked sad and frustrated that it could not do as she had done. Astelle tilted her head and landed beside it.

She wondered how a being made entirely by magic could not manage to fly. It was acting like a pony instead. Shadow was grateful to see her land and sank into the ground and slithered up her back leg to rest on her back again. It nuzzled its face into her mane and she could have sworn she felt it.

"My desire for company must be stronger than I thought." She said aloud. "I've given my magic a personality of sorts. If Starswirl were here he would want to document this, scribble everything down in his scrolls as he as always done."

By the end of her sentence Astelle's words were bitter. The shadow must have sensed her anger and sorrow because it hopped down from her back and sat in front of her, just watching her in silence.

"It would be nice if you were useful." Astelle said to it flatly. Shadow tilted its head.

"Hmm…" Astelle said thinking aloud. "Perhaps you can be… what exactly can you do little shadow?"

The shadow gave no response.

"Oh… right… you need a command. I forgot you're not an actual being. I keep talking to you like you're a pony. Alright then, Shadow: bring me that stone over there." Astelle said pointing in the direction of a small pebble a little ways away. Shadow obediently followed her order and trotted happily along to fetch the stone. When it approached it, it pounced on it and swallowed it whole. Astelle was about to cry out in disapproval when she noticed the stone appeared on her hoof. Moments later, shadow reappeared at her hooves just as wide-eyed as ever.

Astelle blinked a few times and looked from the pebble to the shadow alicorn and back.

"Teleportation? You're a teleportation spell?" Astelle asked. Shadow didn't understand, it merely tilted its head to the side and awaited more orders.

"Alright then, I want you to teleport this pebble back where you found it without moving a step." Astelle said, giving the pebble back to the shadow alicorn. Shadow leaned down and wiggled his little rump in the air before chomping down on the pebble which instantly disappeared and reappeared where it had been before. It looked back up at Astelle happily as if it were proud of what it had done.

"Don't get too excited" Astelle said. "Teleportation is a highly basic spell. Every unicorn can learn that, it's nothing special."

Shadow sat down at her hooves undeterred by her tone.

"What else can you do?" Astelle asked rhetorically. "Can you make yourself a little more… solid?"

Shadow blinked a couple times in confusion and looked down at himself his form flickered a few times and Astelle thought she could see glimpses of hoof imprints in the grass where he stood but the imprints faded away quickly as shadow returned to his nearly translucent state.

"That's highly limiting." Astelle said bitterly. "I can conjure baby alicorns that teleport objects. That'll certainly impress Starswirl." She added sarcastically.

Shadow did not understand the double meaning to her words. Instead, it nestled happily at her hooves curling up as an infant pony would.

"Stop doing that." Astelle said, backing away. "It's… it's not right. I'll start to believe you're something you're not. You're just magic…" she said trailing off towards the end. Shadow had ignored her protests and instead climbed back up onto her back where he loved to nestle.

"Are you listening to me? You're not a pony, you're a spell." Astelle said. She turned to see shadow curled on her back with his eyes closed. If she didn't know any better, she would have thought it was asleep.


	3. Old Friends

Chapter 3: Old Friends

_Modern Day…._

Princess Celestia, clothed in her finest, approached her younger sister's room cautiously. She paused at the door, raising a hoof to knock but from within she heard Luna say:

"Enter."

Celestia used her magic to turn the handle and enter Luna's room. Luna was standing at the balcony overlooking Canterlot and the western hills of Equestria. Celestia paused, unsure what to say. She and Luna had not yet had a moment to reconnect and discuss what had happened in the old castle. She knew there were many things left to be said and many more explanations that needed to be heard. However, Celestia had been kept busy with preparations for yet another celebration in Canterlot. Today would be the unveiling of the newest stained glass window depicting Twilight Sparkle and her six friends defeating yet another foe. Luna was expected to join in the festivities but Celestia was informed by one of her guards that Luna had declined the invitation.

"Sister, you need to be present for the unveiling." Celestia said in a voice both cautious and firm.

"We are not needed." Luna said shortly. There was an edge to her tone that caused Celestia to wince. She sensed the hurt in her sister but knew better than to inquire further.

"We can discuss all we need to later. For now, it is your duty to stand beside myself, Princess Cadance, and Princess Twilight to show our ponies we are victorious over evil once more." Celestia said.

Luna didn't respond at first. She looked over her shoulder at her sister and opened her mouth but no words came. Luna used her magic to close the doors to the balcony effectively cutting herself off from Celestia. Celestia winced and followed her sister onto the balcony making sure to close the doors behind her as she did so.

"You don't trust me." Luna said matter-of-factly.

"I do, sister." Celestia protested.

"No. You did not trust me with the truth of our past, and you still do not trust me now." Luna said.

"There is time for this discussion later dear sister, but for now it is our duty to—"

"You speak of duty?" Luna said cutting off her sister. "What about the duty you had to me? Was I not worthy enough to know that I had another sister? If you had told me the story of her betrayal perhaps I could have recognized and rejected the dark magic that gripped me all those years ago. Did you recognize Astelle's magic when I became the nightmare of my former self?"

"I suspected, but I never thought her influence could…"

"You suspected?" Luna snapped.

"There was nothing I could do, Luna. You had embraced a dark magic and I could only think to protect my ponies from…" Celestia said, trailing off and ending with a sigh. "Sister please, I know there is much that needs to be said between us but this is neither the time nor the place for such a discussion. I will leave you to prepare for the ceremony. I only ask that you make an appearance; our subjects need to see that you are alive and well after the scare that we gave them from our sudden disappearance."

Luna said nothing and used her magic to open both the set of doors from the balcony and the large doors leading to the hall. Celestia sighed and left Luna alone on the balcony but not before placing a gown and crown on the bed for her to wear to the festivities. Luna looked at them and then turned her attention back outside. She saw the merriment taking place in the streets and frowned. The last thing she could feel was joy.

"Why have you come?" Luna asked suddenly. She knew Celestia was long gone, but she had recognized his presence the moment he stepped hoof in her tower. "We have nothing left to discuss you and I. Celestia was not the only one to keep the truth from me; you had a hoof to play in these lies as well."

"I never spoke a lie to you, Princess." Shadow responded. He brought himself out of the shadows and back into a solid form once Celestia had gone.

"But you never disclosed the truth." Luna countered.

"Celestia's influence was strong, and I did not wish to put my mistress in further danger by disclosing too much information. You forget that Celestia is still not aware that I even exist." Shadow said.

"And yet you too believed I was not worthy enough for the truth?" Luna said, clearly hurt by his words.

"I did not want you to have to hear the truth from me. You deserved to hear it from your sister." Shadow replied.

"Which one?" Luna asked.

"You know the answer to that, Princess." Shadow said. "Have I not proven on countless occasions the deceit and abuse of your elder sister Celestia?"

"The truth, no matter where it originates, would have spared me much heartache and pain." Luna said, walking back into her room and shutting the balcony doors behind her.

"Do you believe knowing the truth would have prevented the despair that led to your transformation, or would it have encouraged it?" Shadow asked. "Think about it, Luna. Knowing that Celestia had lied to you and had banished her own sister would only have harmed you further. I would never wish to bring you harm, nor would Astelle."

"Do not speak her name!" Luna cried angrily.

"Has Celestia's influence finally blinded you?" Shadow asked.

"She is not my sister. She has not been nor ever will be a part of my life." Luna snapped. "All she wanted was to use me for her own dark purposes. She wanted me to return to that dark place of despair and hatred."

"She wanted you to embrace your full potential, nothing more." Shadow corrected.

"You cannot deny she wished to use me for her own ends, Shadow. Nor can you deny the same for you. The difference between us is that I was wise enough to see behind the false declarations of love and reject her dark purposes. You, on the other hoof, fell for her lies without a second glance." Luna said.

"She still loves you, dear Luna." Shadow said, unfazed by her accusations.

"Then she does not know what it means to love." Luna replied.

"Even now she desires your friendship and your love."

"She does not know me, and cannot claim to love me."

Shadow shook his head and forgoing his solid form slithered along the ground until he latched himself onto her shadow.

"Do you remember our time together? Do you remember when I was your only friend? The only pony who understood your pain and the love for the darkness?" Shadow asked from within her shadow.

"Yes." Luna replied slowly.

"My friendship was an echo of the love Astelle had for you. I could not have been the comfort to you without Astelle's influence. She loved you even before she knew you existed." Shadow said. "And she needs you now."

"She is not in a position to be making demands! The last time she sent you for me you destroyed the throne room and consumed me in darkness, is this how she wishes to obtain my love? By force?" Luna asked.

"She did not send for you, Luna. I came here of my own accord to appeal to you." Shadow said. "She needs you in a way that you needed me. I was here for you in your darkest hours both in Equestria and on the moon. She has no one to offer such kindness."

"Why can't you offer that same kindness to her and leave me out of it completely?" Luna asked.

"There is only so much comfort I can offer. She needs to be reminded that there are those still living on this earth besides myself who cares whether she lives or dies. All she ever wanted of you, Luna, was your understanding. Astelle would never betray you as Celestia has."

Luna considered his proposal quietly. Shadow, still nestled in her own shadow, continued:

"Astelle was never given the chance to be the sister you deserved. She was still suffering the punishment that Celestia had given her. While it is true that she wished for your assistance for her darker desires, can you blame her? Can you blame her for the agony she suffered alone? Knowing you existed gave her new hope, Luna. You may be the determining factor for Astelle's rebirth into Equestrian society. You are the only pony that can stand between a lifetime of sadness and one of joy."

Luna's mind was clouded with this information. While her initial reaction was still rejection, she could not deny that he had a good point. It was true; he had never told her a lie in the time she knew him. Her entire childhood was shaped by her interaction with Shadow, though she didn't realize it at the time. Shadow had a way about him that made her mind bend to his will though whether or not it was intentional she couldn't decide. Luna's resolve softened and she felt a growing desire to comfort Astelle, a pony that moments ago she wanted nothing more to do with. From within her shadow, Shadow's eyes glistened a bright and hauntingly red glow.

_1995 years ago…._

A crash could be heard echoing in the hallways of the castle. Princess Celestia looked up from the scroll she had been writing and sighed. Using her magic, she rolled up the scroll and set it aside deciding to investigate. Pony servants were scrambling towards the kitchen muttering under their breath about a certain trouble-maker and the cause of the crash. Celestia cleared her throat and the ponies parted before her, mumbling their apologies and hoping she had not heard their incriminating gossip.

"Look what you've done now!" A small voice called from within the kitchen.

Celestia pushed open the kitchen door with her hoof, with a stern look of disapproval on her face. A tiny blue alicorn, covered in flour, was sitting on the floor beside a large now-empty sack. Upon closer inspection, Celestia could see that the crash she had heard came from a series of shattered glass jars that had fallen from the broken shelf above little Luna. Amidst the chaos Celestia could also see chocolate chip cookies scattered about the floor.

Luna looked up at her sister with wide and innocent eyes, dropping her ears sadly once she saw her sister's expression.

"Luna." Celestia chastised.

"But it wasn't me!" Luna protested, cutting off her sister's speech.

"I don't see anypony else in here." Celestia observed, holding out her hoof and indicating to the empty room.

"But… it was my shadow who—"

"What have I told you about sweets before dinner?" Celestia asked.

"But they weren't for me, Tia! Shadow wanted them!" Luna protested.

Celestia chuckled and couldn't help but smile. She found it amusing and adorable that her sister had invented an imaginary friend from her own shadow. On the other hoof, she thought perhaps Luna should find some real filly friends. Since the untimely passing of their parents, Luna had to spend large quantities of time on her own. It wasn't that Celestia did not want to spend time with her little sister, but her time as ruler of Equestria was still very new. Most of her days were spent with her pony council dealing with the day-to-day duties of reigning over Equestria. Celestia knew that Starswirl was counting on her to rule these ponies with great care and leadership in his absence. Since his defeat, Celestia unwillingly became both the physical and magical leader to all of ponydom; that kind of responsibility took a lot of patience and time to master.

"Was it your shadow that sneaked into the kitchen?" Celestia asked warmly. Using her magic, she took a rag and began to wipe away the flour from her sister's face.

"Well… no." Luna said sadly, scrunching up her nose and sneezing when the rag accidently wiped flour by her nose.

"And was it your shadow that pulled the stool by the shelf and attempted to use magic to bring the jar of cookies down but lost balance instead?" Celestia asked.

"How did you know?!" Luna asked in surprise.

"It wasn't hard to guess. There's a stool with a broken leg and the support beam for the shelf is missing." Celestia asked.

"Well, you see, Shadow was really hungry and he wanted cookies REALLY badly so I said we could have one but we had to wait. Only he said he was really REALLY hungry and he didn't think he could wait that long and… well…"

Celestia sighed and shook her head.

"Luna, where is Miss Tenderhoof?" Celestia asked referring to her sister's nursemaid and caretaker.

"Uh… well… she thinks I'm in my room playing. I don't like her, Tia! I want to spend time with you, not that grumpy-miss-meanie hooves." Luna grumbled.

"This sort of behavior has to stop, Luna." Celestia said mustering as much authority as she could. "I'm sorry that I've been so busy but—"

"You're always busy. Even Shadow thinks so." Luna mumbled.

"I won't always be this busy, I promise. But for now, I need you to please listen to Miss Tenderhoof. If I have to keep cleaning up your messes then we'll never have time to play." Celestia said encouragingly.

"But it wasn't my fault!" Luna asserted.

"That's enough, Luna." Celestia said. She considered giving her sister the speech about imaginary friends but abstained. "Tell 'shadow' that you're not allowed to have cookies for three days for the trouble you've caused."

"Tia!"

"Go to your room, Luna." Celestia said, holding the door to the kitchen open for her. Luna hung her head and fought back tears as she solemnly walked out. Celestia ordered a few of the castle servants to take her back to her room and to find Miss Tenderhoof. Once Luna was out of sight, Celestia hung her head sadly. She hated having to be so stern with Luna; she wasn't ready to take on a parental role when she herself felt so young. She looked back at the mess in the kitchen and noticed something peculiar: there were no cookies on the floor. Instead, there were little circles in the flour where the cookies had been, but who could have taken them?

Princess Luna angrily wiped a tear from her eye and slammed her door shut. All she ever wanted was to spend time with her sister, but Celestia was always too busy to play. She began to wonder if her sister wanted to be with her at all anymore.

From across the room another little "filly" was delightfully munching on the stolen cookies.

"Don't you see what you did?" Luna said, shouting at him.

Shadow looked up at Luna with wide red eyes, a few crumbs of cookie tumbled down from his cheeks. He swallowed the mouthful that he had and gave her a sorry expression.

"Cookie?" Shadow offered, holding out one of the stolen treats.

"I'm not allowed." Luna said sarcastically. "And it's all your fault."

"I'm… sorry." Shadow said, trotting up beside her with a trail of cookies following after him.

"How come you hide when Tia's around? Why won't you come out?" Luna asked.

"I'm… afraid." Shadow said softly.

"Why?"

"I don't wanna talk about it."

Luna looked up at Shadow curiously. She could see the fear on his little face even though he was still mostly transparent even in this colt form.

"Where does it go?" Luna asked, tilting her head. Shadow looked up at her in confusion. "The cookies… how come I can see through you but I can't see the cookies when you eat them?"

Shadow shrugged.

"My tummy I guess."

"Do shadows have tummies?" Luna asked.

"… I do." Shadow said.

"Shadow, are you a pony like me?" Luna wondered aloud. Unfortunately, she did not get the response that she desired. Shadow dropped his ears and looked down at the ground. Although her intentions were innocent, the question hurt Shadow. He didn't know what to think of himself. He felt like a pony, but he remembered that Astelle said he couldn't possibly be one. Still, he had grown up like a pony. Like any other pony he learned how to talk, play, eat, and fly as he grew. Most of it he learned in his time inside Luna's shadow, growing along with her like they were twins.

"I am a pony." Shadow said, though he was trying to convince himself more than her.

Luna felt bad for her question after seeing him in such pain. She threw her hooves around him to give him a hug but she tumbled right through him as if he were a ghost. She rolled over unexpectedly and landed on the floor beside the bed.

"Are you okay, Luna?" Shadow asked worriedly as he poked his head over the side to look at her. Luna just giggled. Shadow closed his eyes and looked deep in thought for a moment before extending a hoof to help her up. This time when she reached out for him, she could easily grip onto his hoof and climbed back up on the bed.

"How do you do that?" She asked incredulously.

"I dunno." Shadow said, looking at his own hoof in bewilderment.

"You're the funniest shadow I've ever met! Well… you're the only shadow I've ever met. Do other ponies have shadows like you?" Luna asked.

"I don't think so." Shadow answered truthfully.

"Then where do you come from?"

"From… from…" Shadow was unsure how to answer her question. The very thought of Astelle caused his little heart grief. Even now he could see through Luna's window the tower where her tapestry hung. When he wasn't with Luna, he was there, watching it fervently and waiting for her to come back to him again.

"Shadow?" Luna asked quietly, she saw the tears in his eyes and didn't understand what was wrong. "Will you please meet Tia?"

"No." Shadow said, shaking his head and sniffling.

"But why? She's not that scary." Luna reassured.

"Yes she is. I don't like Celestia." Shadow mumbled. "She did a bad thing."

"What did she do?"

"I don't wanna talk about it Luna."

"But Shadow…"

"I said no!"

Shadow angrily dissolved into two dimensional form and slithered along the bed to the wall where he could hide in the shadow of her dresser. After a few moments of silence Luna could hear soft sobs. She didn't know what to think, and she hated seeing her shadow so upset.

"I'm sorry." Luna said, calling out to him. "Please come out."

"I don't want to. I want… I want…" Shadow said trailing off. He wanted to say her name but he knew he couldn't. He wanted to tell Luna all about Astelle and the tapestry but he was frightened that it would put Astelle and himself in danger. Though he looked to be about Luna's age, he felt much older. The secrets and burdens of his past had aged him significantly and his thoughts were always centered on one goal: getting Astelle back. Shadow knew he had to find his mistress's amulet if he had a chance of getting her back. He wasn't sure what to do with the amulet once he had it; all he knew was that it was crucial to her freedom. Without Astelle and her magic to keep him strong, he had to find somewhere else to hide while he searched the castle. That's when he decided he would attach himself to Princess Luna's shadow. For years he remained there, silently learning what he could and growing as a normal colt would. However, to Luna, he was a friend; someone who had always been with her for as long as she could remember.

"Do you want another cookie?" Luna asked, offering him one in her hoof. Shadow opened his eyes from his hiding place and slithered along the wall until he attached himself to her shadow. He quickly swiped the cookie from her hoof and gobbled it down.

"I'm sorry I got you in trouble." Shadow said softly.

"It's okay." Luna replied softly. "I just wish…"

"Celestia has too many princess things to do than play with you, Luna."

"I know." Luna said softly. "Maybe she doesn't want to play with me anymore."

"It's not your fault, Luna. Celestia is just being selfish. She doesn't care about having fun or spending time with you."

"Sometimes she does." Luna countered. When she said that, Shadow's red eyes twinkled from within her shadow.

"Not anymore. She's too busy being the big boss of everypony that she doesn't even come to tuck you in at night." Shadow said.

"Yeah…" Luna replied quietly.

"She doesn't even know that you love watching fireflies at night, or that you sneak out of the tower to watch the stars. She doesn't know that you can fly yet! What kind of sister doesn't know that?" Shadow asked.

Luna whimpered sadly and curled up on her bed. It was all true, and hearing it said aloud made her feel even more distraught than before. Luna wiped tears of resentment from her cheeks. Shadow sensed her pain and stopped talking. He didn't mean to make her cry like that, he was simply telling her what he had seen. She always seemed highly emotional when he was nestled in her shadow that way, though he didn't know why.

"Hey, the sun is about to go down! Do you wanna play hide and seek in the dark?" Shadow asked happily springing back to a three dimensional form bouncing out of her shadow to stand in front of her. Once he had left her shadow, Luna's tears stopped flowing. She looked up at him with a half-smile and replied:

"Okay but you're it this time!"

Shadow walked over to a corner and hid his face in his hooves to begin counting. Luna squealed with delight as she went to find the perfect place to hide.

From outside her room a weary Celestia paused. She heard her sister's laughter and smiled. She had intended on tucking her in for the night after lowering the sun and bringing out the moon but she didn't want to interrupt her little game. She felt awful for the fight they'd had earlier that evening and wanted to make amends but this didn't seem like the right time. She made a mental note to say something to Luna the next day and quietly made her way towards her room for well-deserved sleep.


	4. Reunion

Chapter 4: Reunion

_Modern day…_

Astelle awoke in the forest to discover that Shadow was gone. Once she was sure she was alone, she breathed a sigh of relief. Although he had always been a faithful little minion, his endless optimism got on her nerves. Now that she was alone she would have time to think and reflect on what she wanted and where she should go. Most of her plans involving revenge of some kind required a substantial amount of power. She knew getting her magic back would be incredibly difficult and she wondered if she wanted it back at all. The desire for revenge was weakened due to the pain she felt internally. Celestia and her pet student had proven their magic could win out over Astelle's; so even if she got her magic back it could be easily taken from her. Was this to be an endless cycle of hatred and pain? The question had merit and weighed heavily on Astelle's mind.

Then Astelle tried to wrap her mind around the thought of spending a mortal life among the ponies. She could find a village far from the castle where she wouldn't be discovered or recognized. Could she fit in with the ponies there? What skill could she use to procure employment and a place to stay? The more she thought about it, the more it saddened her. If that was the life she chose, she would have to live the remainder of her life weighed down by the pains of her past. She would have to follow Celestia's laws and pretend she had no qualms with her or the other royalty of Equestria. Could she do it? If so, what kind of life would that be? It would be like an imprisonment, banishment, and a torment. It would also signify that she had allowed Celestia to win; and no manner of rationalization could ever make that a good feeling.

For the time being, Astelle decided to make her way back to the old castle. She had no immediate plan of action in mind, but she hoped she could find some trace of her magic still lingering there. If not, then perhaps there would be a spell book with useful information; anything to keep her occupied and her mind free from this constant struggle. However, Astelle knew there was some part of her that desired a particular spell; one she called her 'fail-safe' spell. Even though her magic had been stolen from her, she hoped the magic contained in that spell still held strong. It was not a particularly comforting thought to enact such a spell, but it appealed to her more as time passed. That spell would be her absolute last resort when she had nothing left to lose. It was hidden in the castle; all the more reason to venture there again.

Though she had been wandering aimlessly in the forest, Astelle knew exactly where to find her castle. The streets that had once led up to it were overgrown and hidden well in the mass of greenery, but Astelle could navigate with them regardless. As she neared her destination she heard a faint sound of armor clinking and methodical hoof steps. Pushing aside a tree branch, Astelle could see the castle perimeter but with an unwelcomed addition. A group of Canterlot guards were pacing around the castle, ever vigilant. Astelle let out a quiet but angry snort at the sight of them.

"I should have known better." She mumbled to herself. "Celestia will stop at nothing to get her hooves on me; or maybe to keep me away from more dark secrets she hides in those walls."

Knowing this gave Astelle hope. If there was something inside that could bring her back to power maybe her life might have meaning again. At the very least, it was a goal she could work towards and something to take her mind off her memories and failures.

Astelle pondered her best means of entry. She could attempt to cross the old moat, long dried up, but it was overly exposed and she could be easily seen. Scaling the castle walls was out of the question as well. She'd never attempted climbing before, and without her wings she was likely to fall and injure herself. She contemplated looking for a weakness along the side of the castle; but was thwarted again by the chance of exposure. In frustration she paced back and forth behind the cover of trees. This would have been a good moment for Shadow to reappear, with his magical assistance they could easily slip in unnoticed but she hadn't the slightest idea where he had gone.

Astelle paused her pacing when she heard the sound of wings flapping. She looked to the sky expecting to see Celestia. She held her breath when she realized it was Princess Luna flying over instead. Luna landed a few feet away from the guards. They bowed to her and she maintained regal posture.

"Gentlecolts, you are relieved of your duties here." Princess Luna said abruptly.

"But… your highness… Princess Celestia has asked us to—"

"We are well aware what our sister has requested of you." Luna said, cutting the guard off before he could finish. "But we have come to send you back to Canterlot with instruction to leave this place and its protection to us." Princess Luna said.

The guards looked from one to another. Many of them shifted uneasy on their hooves, unsure whose orders to follow. One brave guard stepped forward cautiously.

"But your highness, Celestia's orders were clear and absolute. Under no circumstances are we to leave the castle unguarded."

"Our presence will provide the protection needed, unless you dare to question the power of the night princess?" Luna snapped angrily.

"Of course not your highness." The guard replied, backing away from her slowly with his ears flat.

"Go!" Luna cried with a thunderous voice. Not wanting to upset her further, the guards filed out of their stations and back onto the path towards Ponyville.

Astelle ducked out of sight, watching them go. She heard a couple of them mutter under their breath but was too far from the path to hear what they were saying. Once they'd left her line of sight, she turned her attention back towards the castle, but Luna was gone. Astelle craned her neck trying to see where she had gone.

"I thought I might find you here." Luna said from behind Astelle.

Astelle whirled around in surprise and fell backwards on herself. Her eyes widened in fear; she didn't know what to expect.

"You don't have to be afraid of me." Luna said with a soft chuckle.

Astelle was still nervous and unsure. She hadn't planned on seeing Luna again; and certainly not alone like this. She wasn't yet ready to face her youngest sister. There was so much she wanted to tell her, but this sudden appearance stole the words from her mouth and she could only stare in confusion.

"Are you alright?" Luna asked, tilting her head and looking over Astelle.

"I'm..." Astelle started, then shook her head trying to find her thoughts. "Why are you here?"

"Because I knew I could find you here." Luna replied simply.

"So you've come to gloat, then?" Astelle asked bitterly.

"You think I would dismiss Celestia's guard and approach you alone just to gloat?" Luna asked.

"You know I have no magic, and no means to protest anything you say." Astelle answered.

"I am not here to gloat." Luna clarified. "I came here for the truth."

Astelle looked at her curiously. She didn't know whether or not to believe Luna; though it did give her joy to see her again.

"Shall we take this inside?" Luna asked, indicating to the castle.

"You'd trust me to enter the castle? Are you not concerned with what plans I have once inside?" Astelle asked.

"You said it yourself; you have no magic. Any plans of betrayal you may have I am confident that I can intercede. Unless you would rather stay out here in the weather?" Luna said, pointing to the sky where dark clouds were forming. Astelle looked from the clouds to Luna and back again.

"Alright." Astelle agreed. "Though I doubt you will accept any truth I have to give from your years listening to Celestia and her lies."

Luna smiled and followed after Astelle calmly.

"You might be surprised." Luna whispered, and from within her shadow, Shadow smiled happily.

"Do you have fond memories in this castle?" Luna asked as she and Astelle made their way inside the old castle.

"Mostly in the library; I wasn't on the throne long enough to… 'appreciate' the rest of the castle." Astelle admitted. She was surprised to find that it had lost its nostalgic appeal since her latest little adventure. Though there was some restoration efforts that had taken place there, the castle was still old and falling apart. Astelle likened its condition to her memories. What was once beautiful and inviting was now crumbling and distorted. She wasn't sure where in the castle she was leading Luna, but she made sure to steer clear of the library at all costs. She wasn't prepared to face those memories quite yet.

"What do you want to know?" Astelle asked, distracting herself from her thoughts as she climbed a flight of stairs.

"I want to know what happened that day; the day Celestia banished you to the tapestry." Luna said.

Astelle let out a half-laugh. She knew explaining that would be far more complicated than Luna had thought. The actual day of her greatest defeat was not something Astelle would think of often. Though it was a tragic moment in her life, she paid no heed to it. The deeper scars had come before that had occurred.

"From what I have gathered from Celestia, you had betrayed the ponies and fled Equestria only to return and demand absolute power." Luna said.

"Is that the lies she tells everypony?" Astelle asked.

"No. She hasn't told anypony anything, including myself. I had to force the confession from her while you had us locked here." Luna said.

"I am… sorry about that." Astelle stammered. "I never intended to keep you as a prisoner."

"What did you intend, then?"

"I thought perhaps you, more than anypony, would understand." Astelle whispered.

"I'm tired of the games, Astelle. I already have Celestia keeping the truth from me, are you going to do the same?" Luna asked.

"No." Astelle answered. "You deserve the truth, but I have to warn you now Luna, the truth is not going to be a comfort."

"I am not a child." Luna asserted.

Astelle paused before a large set of double doors and looked to Luna, indicating that this was the place she had been leading her to. Once the two had settled inside Luna recognized it as if it were from a dream.

"My old room…" she whispered.

"I thought it might be." Astelle said.

"How would you know?"

"You are the night princess, are you not?" Astelle asked, pointing to the carvings in the furniture of the moons and stars. Luna was slightly disappointed, she hoped her sister was just innate to such things. But unknown to Luna, it was not the furniture that had given away the origins of the room; Shadow had. "I came here often after I was released from the tapestry. It was a great place to think."

"There are things that Celestia would not want you to know, little sister; things that would only be a burden to your heart. However, I understand the desire for truth and I will do what Celestia has not and trust you with it at last. But before I divulge the truth of that day, there are other events that you should know." Astelle said.

Luna straightened up and listened intently to Astelle's story.

_One year ago (just before the events of Princess Trixie Sparkle)… _

"And this was her room." Shadow said, opening the door in the old castle for Astelle.

Astelle stepped inside the room in silence. She looked over the intricately designed furniture still trying to wrap her mind around the fact that she had another sister. Astelle paced the room but touched nothing. Tears welled up in her eyes but she cast them aside with her magic.

"What's wrong?" Shadow asked worriedly. "I thought you would be pleased to learn you had another sister."

"Pleased, Shadow?" Astelle whispered both in anger and sadness. "Pleased that I spent 2,000 years locked in a tapestry having never known her? She is a complete stranger to me, and her head must be filled with Celestia's lies! This new sister is nothing more than another pony whose eventual but certain betrayal will weaken me."

Astelle strode right through Shadow and back out the door.

"Luna is different." Shadow interjected.

"How could you possibly know that, Shadow?" Astelle demanded.

"Because…. Because we grew up together."

"Spending years inside the shadow of another pony does not grant you access to her mind. If what you say is correct, she still has no knowledge of me or of Celestia's lies." Astelle snapped. "She's had 2,000 years to learn, respect, and love Celestia. How could she ever see anything but a monster in me?"

"Only 1,000 years mistress." Shadow corrected.

"Ah yes. Luna's banishment to the moon, you've told me." Astelle clarified.

"This is exactly why she will listen. Celestia has betrayed her as she betrayed you." Shadow said. "Don't you think that will form a bond between you?"

"Ah, but you said they reconciled." Astelle pointed out. "And you couldn't possibly compare my betrayal to hers."

"You're right, yours was far worse." Shadow amended.

"Still… you have a point. No sister should ever have to endure the betrayal of a sibling. If what you say of Luna is true, perhaps I could be the sister she's always needed." Astelle said with a glimmer of hope. "Do you think Luna would like me, Shadow? Do you think she could ever learn to love somepony she had never known?"

"How could she not?" Shadow asked, nuzzling his mistress happily.

Despite her continual efforts, Astelle could not make Shadow leave her side. Since her release from the tapestry he had followed her as happily as a puppy whose master had finally come home.

"Luna is the missing piece. With her help, I will finally get what I have desired for most of my existence. With Celestia gone, Luna and I will finally see justice for the pain we had to endure."

"Not if I can help it!" Came an unwelcomed but familiar voice from behind Astelle. Shadow disappeared moments before her arrival, latching himself onto Astelle's shadow to hide. Astelle turned to face Celestia with a dark twisted grin.

"Well well well… if it isn't my dear little sister. I was just thinking of you, Cele." Astelle said.

"Enough games Astelle. I know why you are here." Celestia said, lighting her horn with magic.

"OH do you now?" Astelle laughed. "Pray tell!"

"For 2,000 years I have protected the ponies from every threat that wished to overthrow the crown. You stand no chance if you plan to rise up against me." Celestia warned.

Astelle threw her head back in laughter.

"You think I want your precious CROWN, Celestia? You forget which of us was bestowed with the power of a Queen. You, as a mere princess, could never hold a candle to my might alone; or have you forgotten that it was Starswirl, and not you, who had truly bested me all those years ago."

"You cannot fool me, Astelle. You've always been after the throne." Celestia said.

"LIES!" Astelle screamed, aiming a spell towards Celestia. Celestia dodged and counterattacked with one of her own.

"Did you really expect to live as an immortal without the crimes of your past catching up to you? It was not I that was power-hungry all those years ago; it was you!" Astelle said blasting Celestia into the hallway.

Celestia coughed from the dust and debris that had fallen from her collision. She couldn't see Astelle through the haze of dust but she knew she was nearby when she answered:

"You abandoned your ponies because you could not accept your own destiny!"

"My DESTINY was ripped from me by somepony I cared about the most." Astelle said, reappearing on the other side of Celestia and shooting another spell in her direction. Celestia attempted to dodge but was struck again, this time she tumbled towards the stairs. Astelle was approaching her slowly, like a predator that had its prey cornered. Celestia used her magic to cast a spell of blindingly bright light to appear between them. While Astelle was turned away from its glow, Celestia took flight and attacked.

"He loved you like a daughter, Astelle. The same way he loved me. All he wanted was to finally be set free from the burden of immortality. You had no idea the lifetime he had to endure caring for other ponies and never for himself. He was already at the end of the line when he met us; there was nothing you could have said that would have changed his mind."

"You're WRONG!" Astelle screamed. "A life without love, even an immortal one, is meaningless. If he had embraced the love I had for him, he could have found happiness in immortality once more." Astelle said, joining her sister in flight.

Celestia directed a spell towards Astelle but she dodged. Astelle shot another spell towards her sister, but missed on purpose. The wall and the remains of the second floor above Celestia crumbled on top of her. Celestia attempted to transport herself out of harm's way, but her vision was blocked by something she could not see: Shadow. Shadow had dislodged himself from Astelle to come to her aid the moment one of Celestia's spells harmed his mistress. Shadow's distraction kept Celestia from escaping the falling debris and she fell to the floor trapped underneath it; only her head and one hoof was free. Astelle landed gracefully beside her sister with a smirk little grin.

"And for your information, it was not Starswirl whom I had been referring to. The greatest betrayal of them all came from you, dear sister. You allowed magic to come between us. It clouded your judgment of right from wrong and instilled in you a sense of greed and power. You used to be innocent, but you were corrupted. Not by Starswirl, and not by me, by magic.

"I have not returned to take away your pathetic little kingdom. I want nothing more to do with power in any form. I have come back to finish what I had begun." Astelle snarled.

"And what's that?" Celestia said, struggling to get herself free.

"Have you never wondered why the Everfree forest refuses to obey your will? Why the plants, weather, and animals can exist without pony assistance?" Astelle asked.

"That was… your doing?" Celestia asked in horror.

"Hah! Of course it was my doing."

Celestia looked from Astelle to the forest which was barely visible from the wreckage around them. She was confused and had no idea what Astelle's true intentions could possibly be.

"You STILL don't get it, do you?" Astelle laughed. "Let me make this really simple for you, Celestia. Had our lives never been affected by Starswirl the Bearded; we would not have had to live the tragedy that we have. Our past demons would no longer exist. I am here to destroy the one true cause of all heartache and evil in all of Equestria: magic."

"You're insane…" Celestia whispered.

"Am I? It seems my influence did well in my absence. The forest can care for itself and it still stands after 2,000 years." Astelle said.

"You'll never get away with this, Astelle. If not me, there will be others who will rise against you, and stop you." Celestia said.

"Others?" Astelle laughed. "Are you referring to your precious little student Twilight Sparkle and her friends?"

"How did you know—"

"Oh I know much more than that, dear sister. I know all about your misdeeds since my imprisonment. Tell me, have you actually saved Equestria from somepony before? You know, on your own. From what I am told, you have had to have your wittle student come save the day whenever things get too tough for the sun princess."

"That's not true!" Celestia protested.

"Oh yes, that's right, Princess Cadance and her true love had to save you once, I forgot. And that was after the changeling queen had bested you. That must have been embarrassing for you; having other ponies see you for the weakling you are. At least it's nice to know that you learned the spell from Starswirl how to bestow wings and a horn on a pony. You have to make fake alicorns just to clean up your own messes." Astelle snapped. "Did you curse them with immortality too?"

"No." Celestia said, still struggling to get her other hoof free.

"Wise. I suppose if you had done that, they might rebel against you. You'd been making them suffer just to ease your own guilt and shame. Or perhaps you simply do not know how to perform such a curse."

"Immortality is not a curse; it's a blessing that should have never been given to you in the first place." Celestia snapped.

"Not a curse?" Astelle said, putting her face directly in front of Celestia's. "Tell me, was it a blessing watching all the ponies you loved age and die? To know that you could never find love because it would only last as long as somepony else's lifetime? And if you did, you would spend eternity knowing the ache of having lost said love?" Astelle said, scoffing at the end of her little speech. "It is yet another example why magic must be destroyed. No pony should ever have to deal with the torment of an eternal life."

"Then take your own immortality away and leave us be!" Celestia screamed.

"Us? You couldn't possibly be referring to Luna, could you?"

"You leave Luna out of this. This is between you and me."

"Oh this is far more than a petty argument between siblings, Celestia. This is only the beginning. Luna was hurt by you and your magic in the same way you hurt me. Convincing her of its destruction will be all too easy. I will give her something she always needed but never had: a true sister. Somepony willing to give everything just to be there for her sister. You would know nothing of that Celestia. You wasted Luna's youth on your greed and selfishness. You gave up the chance to be to her what she needed."

"I was more a sister to her then you ever were to me!" Celestia said, finally able to break her other hoof free. "Luna and I have had our trouble in the past, but we are a unified force for GOOD. She would never turn against me again."

"You seem to easily forget which of the two of us failed as a sister." Astelle said calmly. "And when Luna and I succeed in destroying the tree of harmony, and with it the core of your and every other unicorn's power, you will finally know the torment you have bestowed on the only two siblings you ever had."

"Never!" Celestia said, breaking free of the rubble and attempting to attack Astelle physically. However, before Celestia could reach her, Astelle stamped her hooves on the ground and sent out a shock-wave of dark magic emanating from Astelle herself. When the dark magic reached Celestia, she lost her wings and horn and came crashing to the ground. Astelle looked at her and laughed; her mane and tail whipping around wildly with her dark power.

"It has begun!" Astelle laughed, sending her wave of magic destruction out to begin her revenge.


	5. Wronged

Chapter 5: Wronged

_Modern Day…_

At first, Luna remained silent. She would nod occasionally during Astelle's recollection, but she never interrupted. Astelle waited impatiently for her initial response. She had expected some retaliation, perhaps even some hatred from Luna but none came. She began to wonder if perhaps Luna could see past Celestia's lies and see the truth in Astelle's words. If she could make her believe that all she wanted was Luna's acceptance and love maybe…. Just maybe…

"It seems to me you are both at fault, then." Luna spoke finally shattering the silence.

Astelle looked to her then down again.

"Yes, I think there is blame on both sides, but…"

"I'm not finished." Luna said abruptly. Astelle was effectively silenced after that.

"What you did, and what you tried to do was wrong. You do know that, right?" Luna asked.

Astelle opened her mouth to answer, but she did not want to tell a lie. The lines for good and evil, right and wrong were blurred to her.

"What I did, I felt was best." Astelle finally answered.

"Best for who? For you?" Luna asked.

"No, not just for me, Luna! For everypony! Don't you see? Every threat Equestria has had to endure has its roots in magic. Without magic, Equestria would never have had to face Discord, Sombra, Tirek, Chrysalis—"

"And me." Luna finished.

"It wasn't you, Luna. It was magic." Astelle reassured.

"But it wasn't just any magic either. It was YOUR magic that changed me into the nightmare, and you tried to do the same once you'd returned." Luna accused.

"I'm not blameless, but you have to believe me when I say I did not know my magic was capable of changing you in that way. The anger and the bitterness in you drew it to you because it recognized that feeling. You are my sister, we share the same blood and it was drawn to you thinking it was me." Astelle said.

"So… you believe magic is alive? That it has a conscious?" Luna asked.

"No." Astelle said.

"But you just said the magic was drawn to me, 'thinking' it was you."

"I misspoke. I only meant that your energy was the force that drew it in. I had not intended that purpose of my magic. I created my magic to be the opposite of elemental magic. I created it… just to destroy it." Astelle said.

"Then it makes you a hypocrite?"

"In that sense, yes I suppose it does." Astelle answered.

"So was it worth it after all? You are without magic now; you must know how it feels to get what you wanted." Luna said vaguely interested.

"I would not wish my existence in any form on any pony except Celestia." Astelle said.

"Then by that logic, you know now that a world without magic is wrong." Luna clarified.

Astelle was silent for a moment, thinking on those words. She didn't know what she believed anymore. She wasn't sure what kind of revenge she would ever want to take, or ever could. Pain had taken anger's place in her heart and her drive to destroy magic was all but gone. Magic wasn't the enemy in her eyes anymore; Celestia was. Though even if she could destroy Celestia, she knew it would feel empty. If Celestia died, that would mean she would get to know peace; the kind of peace Astelle wished for. If she allowed Celestia to live, it would seem as though all the pain she had caused would forever go unpunished and would torment Astelle more. No matter what, Astelle would never be the 'winner.'

"I no longer wish to rid the world of magic." Astelle said truthfully.

"And I'm expected to believe this?" Luna said cautiously.

"You may believe what you wish, dear Luna, I only can offer you the truth of my words and the promise that I will not deceive you." Astelle whispered.

"Then what is it you want, Astelle?" Luna asked.

Astelle shook her head uncertainly.

"I don't know anymore."

"Do you want to be loved?"

Astelle looked up at Luna, surprised by the question. It was as if Luna could see past all the pain and longing and into what she most desired: the love of her littlest sister. She was so used to being let down that the thought didn't penetrate her mind. She had put up too many walls to ever let her guard down again.

"I knew your Shadow, you know." Luna said.

Astelle nodded. He had told her the stories of their youth together but she didn't want to interrupt Luna now.

"He taught me that the greatest thing worth fighting for is love." Luna started. "He was banished with me to the moon and kept me company for all those years. We spent nearly two millennium together but all he could ever think about was you. Getting you back, getting you free, getting after Celestia, and finding your amulet… it was exhausting to listen to. You two had maybe a few years together before you were banished? And yet 2,000 years with me did not tarnish his love for YOU."

Astelle looked up at Luna with a dark and unforgiving expression. Luna was frightened even though she knew Astelle could do nothing to really harm her.

"Shadow told me he never spoke a word of me to you, Luna." Astelle whispered through clenched teeth.

"I… he… didn't." Luna whispered. "I mean I only figured out he was talking about you after all of this happened, I had no idea what he was talking about back then."

"You're lying." Astelle snarled.

"No! I'm not! I never said a word!" Luna whispered and then shook her head. "H-he never said a word!"

Astelle looked behind Luna at her shadow and watched it intently. After a minute of awkward silence, Astelle noticed the shadow move when Luna did not. Astelle let out a timid gasp and put her hooves to her chest. It was all a lie. Luna coming to comfort her, pretending to listen and understand, none of it was real.

"How could you…" Astelle hissed. "How COULD YOU?"

Luna reared away from Astelle in confusion and fear.

"Don't pretend you aren't there, Shadow, I can see you!" Astelle screamed.

"Shadow?" Luna asked, turning to see Shadow's red eyes within her own shadow. "How did you…"

"You pathetic weak little MONSTER!" Astelle screamed.

Shadow pulled himself away from Luna's shadow and appeared beside her with his ears flat. Luna looked over at him and gasped in surprise.

"How… what… what's going on?" Luna asked, putting a hoof to her head.

"GET HER AWAY FROM ME!" Astelle screamed, bolting from the room.

"What… I…" Luna started but Shadow had bolted after Astelle.

"Astelle, wait!" Shadow called to her.

Astelle was racing as far from him as possible, tears streaming down her cheeks. She was angry that she ever let herself believe that Luna could ever want to love her. She had not meant to put so much faith in that relationship, but now she finally felt she had reached the end of her tolerance.

"What happened?! You were connecting!" Shadow asked, appearing in front of Astelle.

"You…" Astelle snarled. "You pathetic waste of magic…"

Shadow backed away from her in fear.

"Wh-what did I do?"

"You know EXACTLY what you did you… you… monster!" Astelle cried. "You had to hypnotize Luna just to get her to talk to me?"

"Hypnotize? No! Luna came here on her own, all I did was ask her to—"

"You don't expect me to believe that, do you? I saw the traces of your magic in her eyes and the moment you left she looked at me as if she were staring down the face of a villain." Astelle said.

"But Astelle, all I was trying to do was.."

"NO! You don't get to talk!" Astelle snapped. "You are the greatest mistake I have ever made. Everything I have ever asked of you, you fail me. You're a pathetic weak little blunder of a spell that should never have been created in the first place."

Shadow was walking away from Astelle now, tears forming in his eyes. She couldn't mean that, could she?

"You claim to love me? HAH! I never loved you, nor will I ever love you. What exactly do you think the goal of magical destruction meant for you, Shadow?" Astelle asked rhetorically. "You were supposed to DIE that day along with any other trace of magic on this planet."

Shadow paused, taking a moment to let that sink in.

"You… wanted to kill me? You were going to betray me?" Shadow asked incredulously. "All I ever wanted was to make you happy, Astelle. I just… I thought…"

"You thought what, that you could change my mind?" Astelle laughed. "Or didn't you ever take the time to figure it out? You're a spell, Shadow. Once magic was gone you were supposed to go with it."

Shadow began to cry. Little streams of tears trickled down his cheeks.

"But… I…"

"You actually believed you were a pony, didn't you? That you would survive a magical apocalypse and become mortal?" Astelle asked. "Hah! Your delusion is far more pathetic than I realized."

Shadow let out a pained whimper and shrank into the ground in two-dimensional form.

"I don't ever want to see you again, do you hear me?!" Astelle shouted to him. "Leave me and never come back!"

Shadow disappeared into the shadow of the rubble in the castle and was gone. Astelle stood motionless for a few minutes, trying to process everything that had just happened. Her thoughts were interrupted when she felt the first few drops of rain. She didn't even bother to move before rain came pouring into the great hall. Though her mind had been crowded and her decisions unclear up until this point, they had finally formed a solid decision. Astelle knew without any doubt what she wanted to do next, and this anger she felt was keeping the added pain away. She would have to act fast if she were to keep the anger going; she couldn't imagine doing anything once the pain had hit.

_2,000 years ago…._

Astelle and Shadow had traveled throughout the forest aimlessly for weeks. She didn't like to stay in one place for too long because she feared she might be discovered before she was ready to return to her throne. After wandering for hours, they happened upon a road leading into the city. Astelle paused and stared at the road incredulously wondering how they had come so close to the castle without her knowledge. She heard the familiar sound of a cart approaching and she backed up and into the trees. She opened her wings and beckoned shadow towards her. He sunk into the ground and traveled up her leg to hide under her right wing. Astelle tucked in her wings and cast a spell on herself. She changed the color of her mane and coat and hid her wings under a dark cloak in case she was discovered.

As the cart passed by, Astelle caught sight of a banner that piqued her interest. She stepped out from the shadows and held out a hoof

"Stop." She said aloud.

The pony pulling the cart was caught off guard by her sudden appearance and stopped abruptly. The wares in his cart jostled about and he turned to scold her for surprising him but instead smiled softly. Although she had disguised herself, she was still a lovely sight to behold.

"Why, hello there young mare. What are you doing so far from the city?"

"What is this?" Astelle asked ignoring his question and pointing to the banner on his cart.

"Why, it is the symbol of the princess of course." The stallion laughed.

"The princess?" Astelle asked curiously.

"Who hasn't heard of Princess Celestia?"

"Princes… Celestia?" Astelle gasped. She looked again at the banner and noted the symbol of the sun. It looked nothing like her own cutie mark which depicted a gem with moons and stars.

"The ruler of Equestria of course." The stallion said slowly, noting her reaction curiously.

"So she took over while the Queen is… away." Astelle assumed.

"No…" the stallion stammered. "The Queen was banished and Starswirl the Bearded had to take another apprentice."

Astelle's stomach dropped, the blood drained from her face and she felt her heart race. Shadow could feel the beating of her heart and whimpered from his hiding place.

"Are you alright?" the stallion asked.

Astelle fought back tears and turned away from the pony heading back into the forest.

"Was it something I said?" the stallion called after her sadly.

_Days later…_

It was true, it was all true. Astelle had not wanted to believe it and hoped instead that the traveling merchant was mistaken. Just to be sure, she had wandered into the city wearing her disguise and inquired other ponies; all with the same story. Not only had Starswirl forsaken her, the ponies of Canterlot did as well. Her own sister had assumed the throne and the responsibilities of magical apprenticeship. When she asked about herself, the Queen, it caused the ponies to scoff or turn up their noses. They were told she had abandoned them and they wanted nothing more to do with her. It was as if her entire world had come crashing down around her and she hadn't even realized it.

The shock of this news caused a strange reaction in Astelle. She had assumed that learning something like this would cause her great sorrow. She thought she would need days on end to weep and wail until she finally would crawl back to what was once her throne, begging to be welcomed again by the ponies she loved.

However, the feelings that arose in Astelle now were not those of sorrow. Instead, she felt a deep and unquenchable anger. It was frightening at first to be consumed by it, but as time wore on she embraced it. Anger fueled her quest for magic, different magic. Now that she no longer occupied herself with the creation of love spells she expanded her practice to all manner of forbidden magical practices.

Shadow felt incredibly helpless. He could only watch in sadness as his mistress spent her days confined in caves or secluded places of the forest pouring her every waking moment into magic. She used to be so calm and inviting, but now she barely recognized his presence at all. The toll of this news could be visibly seen on Astelle's face. Her once brilliantly bright eyes had dulled and she had bags under them indicating a great lack of sleep. Shadow tried his best to distract her from this constant state of obsession but every attempt he made had failed.

"Not now Shadow." Astelle snapped, pushing Shadow away with her hoof when he attempted to crawl up onto her back as he always had. She didn't even hear the whimper sound he made when she rejected him. Her attention was focusing on an emerald she had found deep in the cavern where they were hiding. The gem floated in the air, dark swirls of red and black magic pouring into it from Astelle's horn and amulet.

Shadow whimpered and tried again, not liking the effect this magic was taking on her. He slithered along the ground and up his mistress's leg until he could rest on her back, peeking at the magic she was performing.

Astelle growled, but was too concentrated on the spell to swat him away. The emerald began to spin with each wave of magic pouring into it. Astelle's breathing hastened and she began to sweat. It appeared to Shadow that she was undergoing something physically draining although she wasn't moving a muscle.

"Come on…. Come on…" Astelle whispered, her breathing becoming short and raspy.

Shadow's ears went flat and he sank into two dimensional form and rested himself under her wings in fear.

"Almost… there…" Astelle whimpered, trying her best not to break the concentration of the spell. Her horn was emitting so much magic now that the entire cave was lit in red. Moments later, Astelle's horn flickered, too overwhelmed by the power she was trying to summon forth. She let out a terrified and pained scream moments before a large magical flash of light. Astelle's body was thrown back into the adjacent wall of the cave, smacking her head hard on a boulder and causing her to scream again.

Shadow gasped in horror when he saw a trickle of blood come from his mistress's head and looked up to see something far worse about to happen. The explosion of magic had shaken the entire cave, and while his mistress lay helpless, a large stalactite above them was about to come crashing down. Shadow jumped from under Astelle's wing and made himself as solid as possible, pulling on her tail in an effort to get her out of harm's way. The stalactites around them had already crashed to the cave floor, shattering and sending shards of rock at the pair of them. Luckily for Shadow, none of the pieces could harm him as they simply flew through him. The same could not be said for his mistress, however, and her beautiful coat was marred with scratches and bruises from the debri.

Shadow pawed helplessly at Astelle, tears streaming down his little cheeks still unable to use his voice to cry out to her. The stalactite above them finally broke free of its place and began its decent, aimed just above Astelle's heart. Shadow cried out a sound of panic and jumped on top of Astelle hoping to protect her in some unknown way. He puffed out his little chest and braced himself for the impact by squeezing his eyes shut. However, after a few moments Shadow noticed that nothing seemed to have happened. When he opened his eyes, he could see a red glow around the stalactite as it floated inches from him and Astelle.

Astelle used her magic to cast the large piece of rock aside, saving them from its blow. She coughed a couple times and Shadow rejoiced, nuzzling into her chest and burying his tears in her fur.

"Stop that." Astelle growled, still coughing from the dust and debri. "I wasn't in any danger you foolish little thing. I'm immortal, remember? It takes a lot more than that to kill me."

Although Astelle's words were cold and even slightly cruel, Shadow paid them no heed. He continued nuzzling his mistress until she physically pushed him away from her.

"Let us see if it was all worth the pain…" Astelle said, her eyes seeking the gem she had just cursed with her magic. It was not hard to miss, though it was many yards away. The emerald was glowing a strange combination of colors while little swirls of red and black magic continuously danced from within. Astelle picked it up with her magic, admiring the strange lights it was emitting. She let out a terrifying laugh of joy at the sight of it.

"Do you know what this is, little Shadow?" She asked, turning to see Shadow curled up on his own in the corner. "This is new magic. Nothing like this has ever existed before… and it almost was impossible to make even for an alicorn queen."

Astelle boastfully brought the gem away from the debri and rested herself near the entrance of the cave to admire it in a different light. Shadow timidly uncurled from himself and walked quietly over to her. Astelle said nothing for a long moment; she just stared into the gem fondly. Shadow looked to it and her again in confusion. As if on cue, Astelle then explained its purpose.

"With this gem I can switch places with any pony I choose. This will allow me to completely inhabit their body for as long as I please. Only I hold the remedy for such a spell. Don't you see, Shadow? With this I will be able to take Celestia's place and demand the truth from Starswirl. Celestia knows nothing of my magic and I will have the skill to ensnare her with my amulet so that she doesn't go gallivanting off with my body. This could be the answer to our problems little Shadow."

Shadow looked at the gem again and tilted his head. He wasn't entirely sure what she meant by that, though he was trying his best to understand. He didn't know why his mistress would want to forgo this form as it was something he had grown very fond of. Getting used to her in another body would take time, but he knew he had no say in the matter. Instead, he whimpered and pawed again at her leg.

"Still…" Astelle said with a bitter sigh. "It's not enough!"

Astelle used her magic and tossed the gem away from her in a fit of rage and slight despair. She had gone from smug to down-hearted in a matter of moments. Shadow knew better than to stick around her when she was like that. Instead, he trotted to where she had thrown the gem and consumed it, transporting it to a little chest of jewels on the other side of the cave entrance. Inside this chest were a host of other gemstones, each with swirling red and black magical energies at their core. This emerald was merely one of many forms of revenge that Astelle had conjured since learning of Celestia's betrayal.

Astelle sighed and used her magic to close the chest, keeping her spells safely locked inside. Casting the spell for the emerald had effectively drained Astelle and she rested her head on her hooves sadly. Shadow returned to her side, making sure not to touch her but still remain close.

"I'm missing something… something important." Astelle said quietly to herself. "These spells… they are laced with powerful magic… but I know that Starswirl has powerful magic as well. He only taught me what he thought I should know, who is to say he cannot dispel the magic I have created here? If I cannot convince him I am Celestia he would have the advantage. What if my magic does not work if I am inhabiting Celestia's body? Am I too far from elemental magic to be able to use it?"

Shadow looked up at Astelle wondering if he was somehow supposed to respond to these questions. He knew that she did this often. In fact, after the creation of most of her spells she would find reasons not to use them. The chest by the cave entrance was starting to get increasingly heavy with what Astelle felt were useless spells she had created.

"Shadow, I believe it's time for me to succumb to the possibility that I might not win after all." Astelle said, looking to him with a tired expression. Shadow merely tilted his head. "And if that's the case… I'm going to want an option that will… release me."

Shadow scrunched up his little face in confusion, not understanding what she meant.

"Immortality is a curse, and not one that I am able to break. But perhaps I can change it… make it into something else entirely. If I cannot succeed in my task… if Starswirl dies and Celestia keeps the throne I won't want to live an eternity under her rule. I need an out… I need…"

Astelle trailed off when her eyes locked on something she saw outside the cave. Shadow looked to see what she was staring at but saw nothing but plants and trees. He then watched Astelle's face change again, this time she looked happy almost.

"That's it!" Astelle exclaimed after her long moment of silence. She used her magic to pick a rose from a rosebush growing just outside the mouth of the cave and brought it to her, stroking the petals with her hooves. "I know exactly how to beat my immortal curse. This time, Shadow, a gem will not be sufficient. We will have to find something far more fragile to instill with magic. This will be one spell I hope I will never have to use… but even I know that magic is unpredictable, and every pony needs a fail-safe in case all goes wrong."


End file.
